- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2017-05-03 17:42:22
- Reporting Period:
- Filing Date:
- Accepted Time:
- 2017-05-03 17:42:22
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1309108||Wex Inc.||WEX||Services-Business Services, Nec (7389)||010526993|
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1323057||James Neary||C/o Warburg Pincus Llc |
450 Lexington Avenue
New York NY 10017
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Common Stock, $0.01 Par Value Per Share ("common Stock")||Disposition||2017-05-01||1,283,603||$101.50||2,567,207||No||4||S||Indirect||See explanation of responses.|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|No||4||S||Indirect||See explanation of responses.|
- This Form 4 is being filed in connection with the sale of shares of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"), the successor in interest to Mustang HoldCo 1 LLC ("Mustang Holdco"). Mustang Holdco II received the shares of Common Stock of the Issuer previously held by Mustang Holdco in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C").
- WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B.
- Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of WPP II Cayman.
- James C. Neary, the reporting person, became a director of the Issuer on July 5, 2016 and is a Member of WP & Company US and a Managing Director and Member of WP LLC. As such, Mr. Neary may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by Mustang Holdco II. Mr. Neary disclaims beneficial ownership of such securities, except to the extent of any direct pecuniary interest therein. Mr. Neary does not directly own any shares of Common Stock in the Issuer as of the date of this filing.
- As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose, or that any reporting person, or other person has an obligation to file this Form 4.
- The amount of Common Stock reported as beneficially owned by Mr. Neary in the Form 3 previously filed with the U.S. Securities and Exchange Commission (the "SEC") on July 15, 2016 (the "Form 3") included 160,862 shares of Common Stock of the Issuer beneficially owned by third parties (the "Other Holders"). Mr. Neary had no pecuniary interest in such shares beneficially owned by the Other Holders and disclaimed beneficial ownership of such shares on the Form 3. Such shares are now directly held by the Other Holders, and neither Mustang Holdco II nor any entity referred to herein, either directly or indirectly, holds such shares as of the transaction referenced in note (1) above.